


Umbral Desires

by Hinus



Category: Warframe
Genre: Anal Sex, Awkward Conversations, Awkward Sex, Blow Job, Crying, Implied Memory Loss, M/M, Masturbation, Mildly Dubious Consent, Non-Human Genitalia, One Shot, One-Sided Attraction, One-sided dialogue, Operator is Adult, POV Third Person Omniscient, Porn With Plot, Size Difference, Slow Build, Spoilers for story past 'The Second Dream', Telepathy, partially canon compliant
Language: English
Status: Completed
Published: 2019-03-25
Updated: 2019-03-25
Packaged: 2019-12-07 05:00:15
Rating: Mature
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 9,019
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/18230243
Author URL: https://archiveofourown.org/users/Hinus/pseuds/Hinus
Summary: Excalibur Umbra is used under Operator Pallas, a Tenno roughly 20 years of age, and is allowed free roam of the Liset while Pallas is not preparing for missions. But, while idly occupying himself in the Liset, he hears an odd noise from Pallas' personal quarters, which he instinctively investigates out of worry.Though, upon doing so he is introduced to what his Operator does in his free time, and is one way or another, roped in.





	Umbral Desires

**Author's Note:**

> Hi! Sorry for any painful grammatical errors or spelling errors, I don't have anyone to beta-read this for me, so I had just reread it a few hundred times over to ensure some semblance of quality. A lot of this is just guilty pleasure porn and emotion dumping, and some self projection. All that spicy stuff.
> 
> Disclaimer: There is a lot of rambling about Pallas as a character and the build up to their sexual interaction and etc, if you want to skip a majority of that nonsense, CTR+F for "He looked ready to turn heel, and leave Pallas be." and read from there!
> 
> EDIT: Tried to rework the flow of some of the paragraphs and stuff. There's some things added, but it's still the same stuff, just, better! (Hopefully)

Excalibur Umbra recently has been allowed to wander the liset, to explore the small quarters whilst Pallas was busy doing whatever it may be when he’s too tired to trot his warframes through missions.

 

Having only recently being aware of your physical body can lead to some … interesting realizations. Such as the desire to sleep, the need for ‘entertainment’, and ‘hunger’, which is usually saited by just resting in the transference pod. Though Pallas is not one to complain, and Ordis is usually the one to nag him to care for himself when he’s too busy playing with the foundry, staring into space or playing with his Kubrows and Kavat.  
  
But sleep is most definitely Pallas’ least favorite of his own needs to take care of. Although spending well over 100 years in a cryopod would make it seem sleep would come naturally to him - but it doesn’t feel right - for him at least. Rather than sitting in his pod he’s taken to sitting on the small yet soft couch in his personal quarters, only made more comfortable by his collection of ‘floofs’ which he uses as pillows if his pets aren’t feeling up for snuggling. Umbra being allowed to wander was … part of this habit as well, as little safeguard for Pallas incase he needed help, and to act as a ‘guard’ - since Umbra was the only frame he had who can exhibit sentience. Although nothing has ever happened, it’s something Pallas always requests of Umbra through their link before he goes to rest.  
  
But there was something odd this time around. Umbra was petting Pallas’ newest Kavat, still young and mastering the art of battle. The only other sound beyond it’s purring, and the distant hum of the Liset’s machinery and stinging foundry was….a voice. 

Umbra was on alert, quickly pacing toward where he assumed the sound was coming from - Pallas’ personal quarters.  He stood a distance from the doors, hesitant to approach, unable to pinpoint what the source of the odd sounds were inside the rooms. Even with his keen senses, the sounds of the aquariums bubbling within muffled the meek sounds. This close, however, he could tell it was at least Pallas’ voice, making small, little grunts - to Umbra they sounded almost in pain, comparable to the sounds he made within his own memory - which is what gave him a sense of peril. Perhaps Pallas was in pain, starved of void energy and needed to be put back in his pod to restabilize.

Umbra stood in front of the door, raising a metallic hand and went to knock with his knuckles, the sound barely audible. Umbra felt rude, even if this was an act of concern, interrupting Pallas’ relaxation time. But the noises were troubling. He rolled his shoulders as he collected himself, giving in to his concern. He pressed his hand against the door, the blue lights of the machienery activating as he got closer. The door slid open, the steam wisping through the air as it hissed open.  
  
The sounds were clearer now.

Umbra could just barely see through the vignette. All he could see was the back of Pallas’ head, his white hair barely visible through the deeply colored water and wading fish. But the sounds stopped as the doors shut, and Pallas gasped and his head whipped around. He looked frenzied, embarrassed, his blue eyes visibly gazing a hole through Umbra even through the dark vignette. He stared through at Umbra briefly before spinning around and trying to hide behind the couch.

 

“O-ordis I thought you locked the door!” Pallas yelled into thin air but received no response, Umbra already approaching him.

 

He forgot he specifically asked Ordis to _not_ watch or say anything him while he was in his room for an hour or two. Though, it was debatable if Ordis actually did obey those commands. But it was at least obvious he did indeed did not lock the door.

 

Umbra walked right up to where Pallas sat, thighs pressed together, his signature flight suitesc uniform unzipped from the chest to his groin. Pallas’ face was practically glowing red - he wanted to forcefully move Umbra from the room with transference but he couldn't focus with how frazzled he felt. His eyes glowed as he tried but he eventually gave up, knowing it would just teleport him back into his somatic chamber. Rather they just sat in silence as they had a staring match - well, as much as a warframe can stare back. Pallas wished he could figure what Umbra was thinking at the moment.

 

“U-umbra its not - um - I was just…” Pallas covered his exposed crotch with his gloved hands as he remembered he was semi-nude, ashamed, “I was just … resting … and I….”

 

Umbra didn't say anything - mostly since he can't do much beyond grunt and howl anyway- and just cocked his head at Pallas. He could feel a vague sense of familiarity in this scene - like it's happened with someone else before. But he only has one memory to scour through and vague instincts - and it held no answers for this. He raised one of his metallic hands above his hip, as if he was going to do something, but instead walked a step backwards, still pondering what actions he should take.

 

“I - uhm … Umbra, I'm sorry you had to see this. I'm - I’m not in pain or anything!” Pallas shifted uncomfortably on the couch, still covering his crotch with his gloved hands, legs displaced as if he was sitting on something, “I'm just…uhm…doing something.”

Umbra cocked his head again. Out of curiosity he did want to know, but felt bad seeing Pallas so frazzled. He got closer, placing his metallic fingers on Pallas’ head, softly petting his hair as if to say ‘it’s okay’. Pallas flinched in surprise, yet subconsciously pressed his head against Umbra's palm, hands fidgeting as he continued to cover his groin. He felt a little voice in the back of his head speak of a desire, which made him flinch and recoil from Umbra. He was bewildered by his own thoughts.

Pallas is a young adult by human standards, theoretically in his 20s, aging a few years after the ‘incident’, with war aging his mind well past that, but people insist on calling him a kid. He has his own desires, sexual or not, but Tenno are more often than not still called children as a whole. Which, is annoying. It makes him feel all his needs and desires are wrong and vile, even if justified. He looked up to Umbra, staring in the direction where his eyes could have been - _should_ have been, silent.

Umbra's hand slowly drifted from Pallas’ head, back to resting at his side. He looked ready to turn heel, and leave Pallas be. But ... 

“T-touch me again.” Pallas spoke barely above a whisper, but it caught Umbra's attention anyways.

  
Pallas cinched his eyes shut, almost instantly regretting speaking up. Umbra paused, and raised his hand again to place it on Pallas shoulder. He didn't seem phased by the request, and put his hand wherever it seemed. Pallas flinched at the firm contact, hesitating to bring his own gloved hands up, but did anyways, revealing his manhood in the process. It was actually fairly sized, but just like the rest of Pallas’ body, it looked small and frail in the vicinity of a warframe. Umbra looked, not sure what to take if it, but his attention was quickly pulled to Pallas tugging at his hand, moving it and placing it on his face. Even Umbra could feel the temperature spike. Even to his own odd mutated, synthetic skin and it's consistently lukewarm temperature, Pallas’ face felt much too hot. It was almost feverish.

Pallas rested into the hand, closing his eyes, feeling calmed. Umbra's chilled exterior was pleasing to his sweaty, clammy skin, hot from arousal and nervousness. Pallas’ shifted his body awkwardly, he knew he was exposed, he just didn't know what to do about it - he didn't want to do anything about it now. He felt all too comfortable resting half his face in the large palm of Umbra's hand.

It was familiar, this sensation, the feeling of being protected, the same as when Umbra pulled him to safety when he was going to be vaporized by sentients. However, in this stew of hormones augmenting his inhibitions, to him this felt like more. More than just a confused, victim of science, comforting him like a father. He felt intimacy, desire, even if it was one sided, a spur of the moment emotion, but still intimacy nonetheless. Pallas then opened his eyes, gazing at Umbra with hazy eyes. Perhaps he could try something, to test if this emotion was truly anything.

 

He grasped Umbra's hand again, shifting down his body, letting it rest on his thin chest. He looked to the floor again, nervous, but Umbra didn't move away. He could feel Pallas’ heart beat - small, fast pace beats. He tilted his head, pondering.

 

“Do … do you… uhm, want to help me, Umbra?”

 

Pallas didn't look up, but he could hear, or sense, rather, Umbra saying a form of 'yes' through their link, and physically nodding. However, Umbra did not know the implication of what that entailed. Pallas figured he wouldn't know, or at least not remember at the current moment. He knows Umbra was - and deep down is still a Dax, a human - and a man, one who once had kids, a son …. which remembering said details made Pallas realize how horridly his little crush wreaked of adultery and infidelity - even if all of Umbra's family is gone. He winced, almost tempted to push Umbra away from him, to save himself the shame. But currently a deeper passion was steering the wheel. Pallas knows this isn’t the first time he's done something like this, his fragmented memories he pieced together the past few months suggesting sexual activity. Like silhouettes, going through the motions, phantom sensations lingering on his body from the memories.

He also by accident he had discovered the anatomy of other frames while helping Ordis with small repairs. Also due to his own curiosities, and want to understand his weird metal-flesh puppets. In combination of it all, he rediscovered what it felt like to pleasure himself.

Which was a difficult journey.

  
He doesn't have the courage to ask other Tenno about their private parts either, ask if it’s painful to touch themselves because of how sensitive the void has made them all. He wouldn't dare ask if they like putting things in their butt to relieve the tension ... or ask if their warframes’ genitals exposed themselves if touched in certain spots. Not really typical conversation.

All his knowledge has come from fragments loose in his mind, and and Ordis informing him on aforementioned discoveries and giving him the resources to relieve himself. But deep down, he'd always wondered what it would be like to engage in such activities with another 'person'. 

Pallas swallowed dryly, moving Umbra’s hand, slipping his fingertips beneath the fabric of his flight suit, breath wavering as cold metal brushed his nipple. Umbra remained unphased, simply continuing watching and taking note of the texture of Pallas’ skin. Soft and tender, almost similar to the leathery textures of parts of his armor. Pallas however couldn’t figure where to place his focus. His eyes were dancing between the tilting of Umbra’s head, and the sight of a hand against his skin. In the end he resolved to just look at the floor again for now.

Pallas moved a hand to rest over Umbra’s, intertwining their fingers, making Umbra grope his chest with the larger palm. Pallas’ chest wasn’t particularly sensitive there, even if the void’s corruption made his nerves be constantly on the fritz with any form of contact. Though, it still felt pleasing in a way. He looked to Umbra with a patient gaze, making the gripped hand firmly squeeze his tender pectoral. 

  
Then, Umbra took initiative, taking Pallas’ movement as a suggestion to grope on his own. Pallas gasped quietly and let Umbra move, a bit worried if he’d grip a bit too hard. But the pain of a hard grip never came. Umbra was gentle with him, grazing his gray fingertips across the black veins; Pallas’ scars of the void and worsened by years spent in his somatic chamber. The tar black marks littered his rib cage and the collar of his neck. Most Tenno have the somatic marks on their face and neck, but Pallas hasn't a clue if others look the same as him elsewhere.

Pallas started to peel the rest of his suit off as Umbra felt his body up, exposing more of his scars and delicate body down to his thighs. Then, though it took a moment, Pallas slipped out of his sleeves. His hands, which were equally as scared as his ribs and neck. He had blackened fingertips and black veins that creeped up his arms, glowing and pulsing with his golden energy. 

Umbra tilted his head to look at them, moving his free hand to examine them, rubbing Pallas’ knuckles with his thumb. Pallas didn’t move away from the touch, it didn’t hurt, but the contact still made Pallas shiver. His hands haven't been touched in a long time. But Umbra removed his own hand quickly, not expecting the reaction.  
  
“I’m - I’m okay, Umbra.” Pallas could sense the concern through their link, and he looked up to Umbra’s helmet with a soft smile, face still reddened, “P-please … please just ….. touch m-me.”  
  
Umbra froze, then made a small grunting sound, kneeling onto the couch in front of Pallas, moving his hands to do as Pallas asked. Nothing intentionally sensual, just grazing his hands across Pallas’ skin curiously, continuing to touch the various scars with wonder and quiet concern. His fingers trailed from his chest to his hip bones. He thumbed at the soft brown skin, intrigued by the texture still. As silent moments passed, Pallas corpse quiet as he let Umbra examine him, he quivered each time Umbra’s hands wandered too close to his exposed cock. Umbra didn't intentionally stray close to his groin, he was just seemingly too fixated on the rest of him. The prolonged, soft touches made Pallas whine and press further against Umbra's hands, the ghostly gentle friction near mind numbing.

  
Pallas near squeaked as Umbra danced his fingers across his pecs again and just barely touched one of his tiny darkened nipples again, arching his back towards the touch. His eyes were wet, ready to cry. But he wasn’t sad nor angry, but the overstimulation was driving his inexperienced self to tears. It felt too good to be touched by another so softly, a new yet vaguely familiar sensation. But Umbra paused again, raising his hand and using his thumb to swipe the tears from Pallas’ cheek. Pallas barely registered the show of concern, instead impatiently grasping Umbra’s wrist and forcing the hand back to his body. This time, down to his groin. He was growing impatient, he wanted Umbra to touch his most sensitive area. Umbra relaxed his arm, letting Pallas move him, only now looking to Pallas’ groin again since he was essentially forced to.  
  
Seeing it again still left him unsure on how to feel about it, he had no reason to have an sort of feeling about it. Pallas placed his dick on Umbra’s palm once it was close enough, feeling embarrassed with how small and inferior it seemed resting on his large hand. But their obvious size difference only stirred the heat in Pallas’ groin further, and he tried to smother the lingering guilt in the back of his mind for making Umbra 'help' him.  
  
He let out a sigh, and bent Umbra’s fingers for him, making it grip his dick softly. He shivered again, cinching his eyes and his hips twitched - this was a new feeling for him. If felt better to not being the one holding himself.  
  
Pallas couldn’t keep his composure, gasping at the cool grip on his cock. He squirmed on the couch, unsure what to do with the rest of himself now. He looked to Umbra with lidded eyes, as if looking for validation in his actions, but was only met with the indifferent blank stare of a warframe. Pallas hesitated to pout, and instead looked away again as he continued to guide Umbra’s hand. He moved it to make Umbra stroke him, unable to hold back his meek gasping, biting his lip to hold back anything louder. The tears pooling at the corner of his eyes finally trickled down his cheeks again as his nerves went off like bombard volleys. Umbra moved to wipe those thin little trails with his free hand once more. But Pallas ignored the motion, already too ashamed he couldn't hold back the tears in the first place.

 

His breath quivered as he stroked himself with Umbra's hand, who still only watched with timid curiosity. He winced as he tried not to think about what he was doing.

  
“D-do ...do ...it just like this...” Pallas hoped the instruction was clear enough, leaving Umbra to do the work, which he indeed did without any retort.  
  
Umbra was still soft and gentle, moving his hand just how Pallas’ guided him before. He only slightly tightened his grip on Pallas’ cock as he continued. Pallas whimpered, biting down harder his lip, wanting so badly to thrust into Umbra’s hand from his seated position. But doing so would expose what he was doing before Umbra walked in. But he couldn’t focus, as he felt so close to release already - and he let out a low moan, his head tilting back slightly, eyes clenched shut once more.   
  
“Uh … Umbra...” Pallas leaned forward, grasping at Umbra’s forearm, panting, “Faster...”  
  
Pallas’ legs quivered, eyes hot and stinging as he let more tears trickle down his blushing face. Umbra felt a bit concerned, but continued. Moving his hand faster and let Pallas rest his small amount of weight on his arm as he leaned forward. Pallas whimpered, breathing heavy and hard.  
  
“I’m…. I’m close…” Pallas gave in to his previous temptation, picking his body up, so he could move with Umbra’s strokes, letting his hips thrust slowly.  
  
Umbra simply let what happened, happen, making sure Pallas was leaning on him well enough to keep him sturdy. Pallas bucked his thin hips forward each time Umbra's hand pulled back, and his calved clenched with each push forward.

Pallas let out a loud gasp, but quickly shut his mouth. Behind him, sitting tucked between the cushions of the couch, was a dildo. White and clear, covered in slick. It flopped over as it was no longer being held in place inside Pallas. Pallas muffled himself against Umbra’s bicep, letting out long drawn out groans as his groin clenched. He could’ve sworn his vision faded to white as he finally felt release, wetting Umbra’s hand with a clear fluid.

It pooled onto to couch after dripping from Umbra’s palm, staining the white fabric, Pallas himself too embarrassed to point it out. The shame of finishing much to quick was lurking too, even if he'd been at it by himself for awhile. Not like Umbra would care or understand that, right?

  
Umbra barely felt it pool in his palm, but backed up a bit when he felt Pallas nearly go limp against him. He wrapped his one clean hand around Pallas' back to support him, releasing the gentle grip on Pallas’ dick so he could hold him proper. They sat like that for a few moments, Pallas breathing low and slow, clinging to Umbra's arm like it was his anchor to consciousness. His legs were quivering like he'd never walked before,  wobbly and unweildy. Which, if anything, was more embarassing than fun considering not much happened.  
  
“Cleaning mode initiated. You lasted much longer than usual Oper-” It was Ordis, his voice buzzing in, but was stopped abruptly when he noticed something odd, “Umbra, what are you doing to the Operator?!”  
  
Ordis’ tone was accusatory, and biting in it’s coldness. To his sensors, all he saw and knew after being banned from looking in Pallas’ room until he was ‘done’, was Pallas naked from the thighs up, limp against Umbra. Umbra moved his head around, glancing about, worried. He didn’t think he did anything wrong - he was simply doing as Pallas asked. He patted Pallas’ back softly, worried if he was even awake. Which, he was, and weakly pushing himself off Umbra once he heard Ordis. Though his eyes were still pointed towards the floor.  
  
“I’m fine Ordis...I t-told you not to look until I was finished and dressed! You’re the one who didn’t lock the door!” Pallas was frustrated and flustered, trying to hide his body in Umbra's chest, “Just...G-go away...I’m busy...”  
  
“The timer you initially set had expired, Operator.” Ordis sounded flustered, only barely apologetic in his tone, “Though usually I am able to tell when you’re done through your vital signs...so I just forgo the timer...”  
  
Pallas groaned. Ordis was a bit too honest, sometimes. It was a bit creepy, that he watched so closely over him. How can he even tell, anyways? His heart beat? He slumped back over, hiding his face in the crook of Umbra’s shoulder, frustrated that he still didn’t feel satisfied.  
  
“Ordis … Just give me another hour, I guess.” Pallas felt comforted by the hand on his back, but still more so unnerved by Ordis’ presence.  
  
“Is the tool I generated for you not satisfactory?” Ordis sounded almost sad, referring to the little dildo that he supplied Pallas, “But I suppose Ordis can allow the operator some more time.”  
  
At some point during the time Ordis and Pallas were talking, Umbra had picked up the aforementioned ‘tool’. It had no defining features, simply just a soft silicon tube with a rounded top. Umbra was genuinely confused by it, barely able to grip it with the gooey fluid it was covered in. It slipped around in his grip, and he fuumbled to hold it firmly. Pallas didn't notice Umbra grabbed it until now, feeling his heart tense. He didn’t say anything, rather shrinking in shame, waiting for Ordis to stop 'looking'.  
  
“Counter starting now.” Ordis’ voice buzzed down, leaving Pallas and Umbra in the silence of the room once again.  
  
Pallas waited a moment, then backed away from Umbra, slipping back onto the couch. He glanced around, unsurprised Ordis had somehow already cleaned up the little spill on the couch, but some remained on Umbra’s hand. Pallas then glared at Umbra, who was inspecting the dildo carefully. He tried frantically take it away from him.  
  
“P...please don’t touch that!...It’s um … dirty...” Pallas swatted at it, making it slip from Umbra's fingers and tumble onto the floor.  
  
He pouted, trying to think of what to say. He felt empty, and unsatisfied. The thoughts from before they were interrupted by Ordis were still lingering in his mind. He looked at Umbra, who was now sat in the chair normally, inspecting the fluid dripping from his hand, vanishing as it hit the floor. But he turned his head to Pallas once he felt his stare on him. He ignored the the toy now sitting in a pool of slick on the floor, only since it seemed to upset Pallas when he touched it.  
  
“There’s….something else I wanted to try, anyways.” Pallas sat up, figuring now would be the best time to slip the rest of his flight suit off.  
  
He kicked it off from his legs, the uniform vanishing into thin air as was completely derobed, revealing the rest of his scarred skin to Umbra. He stood for a moment seperating himself from Umbra and the couch, pressing his shaking legs together. Umbra gazed at him, quiet, but didn't get to explore the skin, Pallas shuffling across the cold floor and knelt to the floor in front of Umbra. Umbra continued to sit, confused, placing his hands on his own thighs, meeting Pallas' gaze with his own. Though he almost flinched when Pallas leaned forward, moving aside the scarf that covered the jut of his groin.  
  
Pallas felt a bit more confidence, some of his shame only blurred by the afterglow, but he was still ready for more action. He was determined, and curious. He traced his fingers along the protruding part of Umbra’s groin, searching for something.  
  
“You should have one too, uhm, like what I have...” Pallas spoke nervously, not looking to Umbra’s face as he spoke, “My Volt has one...”

A discovery made when Pallas was trying to dislodge a broken weapon fragment from his frame, and accidentally touched a sensitive part, revealing what appeared to be a penis. Though, it was questionable if that was its intended biological function. It was very much …. Not human looking.

Umbra was curious, not fully aware what he meant. It seemed confusion was all that Umbra was going to feel during this whole ordeal.  
  
Pallas got up a bit higher on his knees, moving so his mouth was on Umbra’s jut. He was hesitant to touch his lips to it, but he pushed through it, pushing his tiny pink tongue to touch it to the tepid gray metal. It tasted of nothing, but Pallas pressed on, licking little lines across the surface, pushing Umbra’s thighs apart. Pallas paused when he felt Umbra press a hand to his forehead, as if to make him stop. But it wasn't forceful, just a little nudge. Pallas pulled away in response, looking to Umbra with slight furrowed brows.  
  
“Do you not feel anything here?” Pallas moved a hand to touch the jut again, pressing hard with his finger, trying to find a soft spot, “Anything?”

Umbra shrugged again, he could feel the contact on his groin yes, but nothing more than that. Something about Pallas doing this felt odd, which is why Umbra tried to gently push him away. Pallas figured this would be awkward if Umbra didn't retain any sort of genitalia, but if worse came to worse, fingers were still an option. But Pallas was sure Umbra had one, somehow. It just needed to be encouraged, unsheathed. He continued to feel around the jut, certain parts did feel warmer, some spots felt harder and uneven on the surface. Though, Umbra grunted when Pallas touched a certain little spot on the peak of the jut that felt just much softer than the rest of the surface. It squished ever so slightly beneath his pressing finger. He touched carefully, rubbing his fingertip across the seemingly pliable area, heart stammering in excitement when he caught sight of a thin line. It appeared to be a seam in the surface. Pallas pressed harder with his finger, hoping it would help, but Umbra was starting to squirm.  
  
Umbra could feel a warmth within him, an odd buzz that made his neuroptics fuzzy, but he let Pallas continue. There’s not much harm Pallas could do to him, anyways, nothing that isn’t repairable. He simply watched, feeling dumbfounded when a hot sting started to bubble deep in his systems. He could feel …. _something_ , but he wasn’t very sure of what or how to describe it. Pleasurable, maybe, but he was taken aback when he let out a low, long grunt, as his lower chassis split.

  
Pallas felt his own cock stir at seeing the small slit open further on Umbra’s jut, revealing flesh of reddish pink tone, starting to slip through. Pallas was excited that he’d figured it out, and more confident in the fact he was right, heart pounding in his throat momentarily. He leaned back in, poking at the pink protruding nub, flinching when he felt it get bigger, like a slimy tendril sliding through the metallic slit of Umbra’s jut. As it continued to slide out, it turned from a slim tendril, to a thick, firm dick, visually similar to Pallas’, but a raw fleshy pink, with odd vein like ridges that connected to the tip of the dick where the swirling tendril sat. Perhaps a side effect of the awful experiment done to him. But the visuals of it did nothing to change Pallas’ mind.

 

Pallas’ breath wavered as he reached out to hold it, his small hand just barely wrapping around what he thought to be the shaft. He could feel Umbra's pulse in his palm, throbbing beneath his fingers, as he tightened his grip. Though it was hard to keep hold, a mucus like substance covered the spanse of it, it didn't deter Pallas’ efforts. He could hear Umbra growl, watching the frame’s hips quiver and push into the touch. He could sense what Umbra was feeling, vaguely, through their link. He could almost feel a pseudo hand wrapped around his own cock, but only if he focused enough. But he shook off that thought, returning his full attention to Umbra, one hand resting on his metallic thigh, the other wrapped around his pink dick. Pallas swallowed dryly, nervous and excited all the same. He looked up to Umbra, who looked much less tense now, relaxing against the couch, just watching Pallas with wonder. Pallas moved his hand to stroke the appendage a few times, his fingers getting caked in a slimy substance, the tendril that expanded from the tip swirling in the air. Pallas could almost swear he could hear Umbra _panting_ with each touch. 

Hopefully the research he did will come in handy, here....No pun intended... 

Pallas continued to give slow strokes to Umbra's dick, eventually moving the hand that rested on Umbra's thigh to touch the tendril tip. It moved to touch Pallas’ fingers, not flexible enough to wrap around them, but it still attempted to. It was as if it had a mind of its own, its own instinct. Pallas stared blankly for a few moments but continued, his slow, curious pumps. He felt an urge poke at the back of his head, which made him shrink in embarrassment, even if Umbra couldn't tell what it was he was thinking.

 

But, he swallowed his pride and leaned forward, trying to put the appendange in his mouth. It was a bit awkward, the probing tendril felt strong, and pushed against his lips with strength he didn’t expect. It prodded at his lips until he opened them tentatively, letting it sneak in. Pallas hesitated before he closed his lips around the tendril, rubbing his tongue across the odd texture of the surface. He then suckled on the tip of it, his stomach tingling each time Umbra grunted in response. Then, when Pallas slipped a few more inches of Umbra into his mouth, it swirled against his tongue, touching every each way it could reach. It pushed and prodded against the insides of his cheeks, brushing against his teeth. He gagged a bit, but he didn’t pull away, but flinched as it wormed its way to touch his throat. It wasn't deeply unpleasant, the idea of pleasing Umbra muffled the twinges from having the back of his throat touched and prodded at.

 

Pallas took a sharp breath through his nose, trying again to slide more of Umbra's dick into his mouth. It was much thicker towards the base, and only unsheathed itself further as Umbra grew fully aroused. It was intimidating, to say the least, but Pallas enjoyed a challenge. Nothing the void couldn't save him from. His jaw was starting to be a bit numb, expanding to fit it all in, the combined mucus film and his own spit made his lips feel slippery, the substances drooling from the corner of his mouth felt dirty - erotic, even. The tendril continued to probe at Pallas’ throat as the rest of Umbra's shaft squirmed against his tongue, Umbra himself unable to help himself and tilted his head back, pushing his hips toward Pallas’ mouth, He felt … good? He wasn't fully sure, but the hot sting in his systems was painfully pleasant, and Pallas seemed to be enjoying himself. Umbra grunted, moving a hand from awardly gripping his own thigh, to resting on Pallas’ swathe of hair.

 

Pallas cinched his thighs shut at the feeling of Umbra twirling his fingers through his hair, it brought a feeling of comfort but made the heat in his stomach broil. He pushed his head into Umbra's hand, swirling his tongue against the underside of the veiny, textured shaft, trying his best not to gag at the writhing tip massaging his throat. It all felt like too much stimulation for his sensitive body, even if they were on places that brought no sexual pleasure. Umbra’s grip on Pallas’ hair remained soft, white locks brushing against gray fingers.He continued to fail in attempts to stifle the odd grunts that rose from whatever semblance of vocal chords he may have, his lower chassis feeling more hot and taut. But Pallas soon pulled away, coughing, catching his breath, but still smiling vaguely at Umbra.

 

“Do you enjoy this?” Pallas wasn't fully sure of what he was doing, and was just hoping the instinct he had would carry him through it.

 

Umbra shrugged, but Pallas could sense through their link, what Umbra was feeling, and how truly hot and bothered he was. It was almost charming how he didn’t know how to express the feeling - but it's not really his fault that he can't. Either way, Pallas took the shrug in stride, nodding in return, simply returning to giving Umbra idle strokes.

 

Pallas gripped it firmly, the thin mucus that veiled the appendage was thoroughly spread across his palms and fingers now, and the taste of it lingered in his mouth. He couldn’t really think of how to describe the taste - not unpleasant, the warmth of his mouth seemed to dull it. It throbbed in his mouth each time Umbra grunted, his mouth seeming to fill with the mucus just slightly each time. Even sitting in his mouth, it still had no prominent taste. He looked to Umbra through the top of his eyes, feeling his heart flutter momentarily before calming, seeing the same blank helmet of Umbra. He looked back down after Umbra tilted his head - he may have no visible eyes but Pallas could still feel he was being stared at. Which, he had no problem with it, rather it excited him, knowing Umbra was indeed looking at him and giving him all his attention. He'd smile if his mouth wasn't full.

 

Pallas took a moment, taking a deep inhale through his nose, then lowered his lips down the shaft, forcing the thick and slimy appendage down his small throat. It stung faintly, but it did not make him halt. He made awful gagging noises, but kept strong, bobbing his head, stroking the rest of the shaft that he couldn’t force down his throat. His eyebrows twitched, and his throat spasmed, but as Umbra's grip on Pallas’ hair got tighter, Pallas felt precum drip from his previously spent dick. He shuffled his legs beneath him shyly, pulled his mouth off Umbra's dick, and looked at Umbra with puffy eyes, red from tears that came unintentionally when he was gagging. Umbra's shoulders then untensed, he himself not even realizing he was tense in the first place, and rubbed Pallas' head in comfort.

 

Pallas coughed a bit, the thick mucus of Umbra's dick dripping down his lips and chin, splotching onto his chest. Pallas stood backup, legs a bit shaky, Umbra helping him stand a bit, putting his warmed hands on Pallas’ hips. The area of contact made Pallas quiver, he felt so small, but protected in Umbra's big palms. He put his own wetted hands on Umbra's, holding them on his hips as he raised a leg and clambered onto Umbra's lap. It was awkward, the size of the couch not working in their favor. But Pallas managed, straddling Umbra's powerful thighs with his small calves, chest against Umbra's, their faces on ‘eye level’. Pallas’ stomach felt heavy in his groin, excitement making his dick twitch - he could feel Umbra's length ghosting touches near his thighs. They sat there, quiet, Pallas breathing heavy, gazing at Umbra's helmet. He opened his mouth a few times, trying to speak, but stopped and cleared his throat.

 

“J….just pull me off, if you don't like this.” Pallas looked down, nibbling on his lower lip nervously, moving his hands to rest on Umbra's shoulders.

 

Umbra's hands remained on his hips as he lowered himself, having to use a hand to guide it towards his hole. Pallas was plenty prepped from his previous activities - he wouldn't have minded Umbra fingering him but he's never been so desperate to know what something felt like properly inside him.He swallowed dryly, feeling the wriggling tip press against his slicked anus, shooting a chill up his spine as it tickled his rim. Pallas closed his eyes as he lowered himself some more, wincing as Umbra's thumbs dug into his skin almost instantly. Umbra tilted his head back, a low grunt resonating alongside  the sound of the wet slide of his cock into Pallas. He whined, cinching his calves on Umbra's thighs, not giving himself a moment to adjust, excitedly just lowering himself more.

 

“Ah…..b-big…” Pallas near whispered, trying to hold back his desperate gasps.

 

He had finally slipped the tip and an inch of the shaft in, and every time it throbbed and squirmed inside him or it touched much too close to his prostate, it made his hips jerk forward. It felt amazing, even if Pallas could already feel the dull sting of his hole being spread more than he was used to. He leaned forward, resting his head in the crook of Umbra’s shoulder, panting, continuing to slowly lower himself. Each centimeter made his thighs quake, and his back stiffen, but he soldiered through it, biting Umbra's scarf to muffle his grunts and whimpers. It felt _huge_ , and the throbbing was so powerful it made his heart stammer, and the squeezing of his hips didn't help with how overly stimulated he felt, it only forced his walls to clench around Umbra further.

 

“Umbra…” Pallas struggled to stay balanced while he got closer to the halfway mark, “H-hold … hold me...”

 

Umbra just gripped harder on Pallas's hips, his focus long lost to the sharp sparks frying his neuroptics, heating his chassis, and stimulating his systems. It felt amazing, and assumed Pallas was doing this because it felt amazing for him too. He tilted his helmet back forward when Pallas spoke.

 

“I…-I want you to...uhm...” Pallas took a sharp breath, gripping at Umbra's scarf with both hands, he didn't have enough courage to speak his mind, so he just closed his eyes, focusing.

 

It seemed Umbra got the notion, through their link, Pallas giving an instruction Umbra had no reason to decline. So, Pallas's hips stayed firmly held, and before he could react, the rest of Umbra's cock was slid into him. Umbra slammed him down against his thighs, sheathing all 10 inches inside Pallas, the mucus allowing for a quick slide. He gasped, eyes near rolling in the back of his head, thighs quivering. He felt astonishing full, and the little bump in his stomach proved Umbra's size to be impressive. He whimpered and moaned, grinding his butt against Umbra's armored thighs, the precum from his dick sticking to Umbra's stomach.

The base was thick, and it constantly pressed against his prostate, making him feel each throb of the veins like a hit to his guts. He looked at Umbra’s helmet, try to imagine what semblance of a face he has left, eyes filling with small tears. Pallas’ mouth was ajar as he stared, trying to think but the effort was futile, his mind too scrambled by stimulation.  
  
He felt an urge - which, he gave into. As they both sat still, Pallas leaned forward with his mouth still agape. He pressed his lips against the glowing diode just above Umbra’s golden chin piece, giving a simple kiss to the gray surface. He was embarrassed by doing so, deep down, the shame was being smothered by other feelings currently. Umbra didn’t do anything in response, just observing Pallas as he mouthed his helmet, but did instinctively push his head forward. Pallas moved his hands to grasp and hold the back of Umbra’s head, his grip soft and shaky as he continued to mouth the tepid armor with his eyes closed peacefully.  He continued for a moment, then stopped to get a deep breath, leaving Umbra’s helmet with a wet spot of saliva. He stopped and stared at the indifferent ‘face’, his eyes lidded and hazy with lust. He was quiet before he closed his eyes again, sending another command through their link, still too shy to speak out his desire.  
  
Umbra sat for a moment, then nodded, reaffirming his grip on Pallas’ hips. He lifted Pallas up, just near the tip of his cock, then plunged him back down. Pallas’ breath quivered and his eyebrows furrowed as he grinded against Umbra's thighs, only to be picked back up, and slammed back down with the same force. Umbra grunted as he subconsciously bucked his hips up into Pallas as he moved him on his cock, his focus on Pallas waning, his chase for a building release starting. He didn't quite know what he was building up to, but he knew it was a release, one that made the heat in his chassis stir his nerves and making his growly voice bubble.  

 

Umbra’s movement of Pallas grew faster, it took no effort to pick his small frame up by the hips, use him like a sex toy. Umbra pushed his head forward when Pallas leaned in, presumably to ‘kiss’ him again, letting his thin lips connect with his helmet once more. Umbra could feel it only faintly, the tiny suction and licks above his decorative chin piece, the tip of Pallas’ tongue brushing against the glowing blue diode. It felt like a newborn kavat was grooming him. Pallas used the kiss to muffle his desperate squeaks, cinching his eyes shut to hide the beads of tears that pooled at the corners of his eyes. He could tell his cock was leaking more, Umbra's stomach now coated in several little trails of cum. Pallas couldn’t even tell if he had orgasmed fully or if it was still just pre -  _everything_ felt good, all his nerves were rocketing his brain with pleasures he wasn't expecting. The sheer girth of the base of Umbra's cock made him dizzy, the depth of which it reached inside him made his spine tense and stomach bulge … it was all indescribable, in a good way.

 

“Umbra…” Pallas pulled his face away from Umbra's, resting his head on his shoulder once more, his breath hiccuping with each slam into him, “Ah … ah, Umbra - I...”

 

He wrapped his arms around Umbra's neck, trying to remember what he was going to say, each coherent thought smeared by the bulging feeling in his stomach. He whimpered, thighs quivering, the only thing keeping him from falling over being Umbra’s firm grip on his hips. He slumped his shoulders, trying to catch his breath,

 

“Umbra...Y-you feel so good … inside me...” Pallas spoke lowly, his voice cracking a bit when he stifled another sharp moan, “Do - ah - do you feel good too?”  
  
He didn’t look at Umbra as he spoke, still hidden in the crook of Umbra’s shoulder, legs clenching onto Umbra’s hips and thighs as he felt close again. He couldn't tell how close Umbra was, but what he could feel was the strong throb of his pulse against his anus, and how the mucus film continuously wet his inner thighs.  
  
“A-are you close?” Pallas drifted his hands down Umbra’s body, griping at his scarf again, “I want you to … to, um, c -... cum inside me...” 

Umbra simply grunted, continuing his movements, thinking about Pallas’ request. Again, he had no reason to decline it, he just wasn't quite connecting the dots with what that meant.

“Faster…ah, please...” Pallas nuzzled his head against Umbra's neck, hot breath against the tepid surface sent a chill down Umbra's spine, a sensation he didn't expect.

 

Umbra took a moment to adjust his grip, then started to pump Pallas on his cock faster, the wet slaps of their thighs colliding only getting louder, along with Pallas' shy moans. The lower half of his chassis felt like it was boiling, twisting and churning as he grew closer to release, the increase in speed only pulling him in faster. He tilted his head to return the soft nuzzle, trying to quiet his mangled grunts but he did not know how, he and Pallas’ voices mixing and turning the whirring of machinery and bubbling of the aquarium vignette to nothing more than murmurs at the edge of their hearing.  
  
Pallas could feel his cock twitch, either still close or about to burst again, he doesn't know, and the little sputters that made his thighs shudder. He could even feel Umbra’s cock pulsing harder inside him, like a heart beat. He sat up, resting his forehead against Umbra's chin. He sort of wanted Umbra to cum before he does, it only seemed fair, but he knew he was much too sensitive for that to ever happen. The most he could do was try and clench around Umbra’s cock, but that would only drive himself over the edge as well. It all brought a good question, of how one would go about pleasuring a warframe properly. Or at least Umbra, rather. Perhaps a thought brought from being lost in the emotions of the moment, but how he craved to know where he could touch that would make him feel good, other than his cock.  
  
“Umbra … ah .. I want …  you should - ah.. “ Pallas pushed against Umbra’s hands pulling him down, which Umbra took a moment to pause in response, “You … I … Use  my body to - to cum.”  
  
Pallas moved to rest his head in Umbra's neck again, and spoke quiet, whispering. Umbra moved his head, tilting it to look at Pallas slightly, unsure of what to do.  Pallas just looked at Umbra through the corner of his eye, shyly continuing to nuzzle into Umbra’s shoulder.  
  
“Do what you want … with me ...” Pallas turned to look away from Umbra, face flushing more red than before, his mouth felt dry.  
  
Pallas pushed a small thought into Umbra’s head, an image, a suggestion, a new ‘pose’, per say. Umbra pondered it for a moment, before plucking Pallas off his cock, a stream of his cock’s mucus dripping from Pallas’ hole as he was moved, and pressed against the couch. Umbra stood, pulling Pallas to the edge of the couch so his legs dangled from the side, as he stood between his thighs. Pallas squeaked in surprise, feeling more revealed in this pose, moving his hands to cover his face, gnawing on a finger nervously. Umbra’s cock laid next to his, against his stomach, the tip drooling a tinted substance different from the mucus, and Pallas could feel Umbra’s gaze trailing his body once again, and he still felt so small beneath his gaze. He nudged Umbra with the side of his knee, to insist he keep going, rather than just stare.  
  
“Umbra...” Pallas moved his hands, moving the towards his hips, then to his rear, spreading his cheeks apart for Umbra, “Just ... do what I did.”

  
Pallas closed his eyes, just laying in wait for Umbra’s next move. Which, came with hesitation, Umbra hovered a hand over his own dick for a good few moments before he gripped it. He visibly froze, almost shivering at how to felt to be grabbing himself. He gave a test stroke to his length, letting a low grunt escape him before he backed up a bit, readying himself to aim. Pallas’ heart nearly jumped out his throat when Umbra pressed the tip of his dick back in, letting a shuddering whine escape him as it forced his hole back open.Umbra let go of himself once he got the tip fully in, moving to grab Pallas’ hips again, pushing his cock in while moving forward. His growly voice bellowed as he sunk deeper, Pallas only letting a high pitch whine escape from behind closed lips, eyes still closed. It felt different being penetrated by Umbra at this angle, perhaps because he felt less in control, more exposed and vulnerable. But, he had no complaints, he trusted Umbra not to hurt him.  
  
Pallas open his eyes then, gazing at Umbra with lidded eyes, biting on his lower lip. Umbra felt something in him twitch at seeing Pallas’ usually glowing blue eyes seem dim and hazy, yet still focused solely on him.  
  
“Go … fast.” Pallas looked away again, again still whispering even with knowing Umbra wouldn’t judge him.  
  
Umbra simply nodded, instinctively moving his hips rather than moving Pallas on his cock manually. Umbra felt a shiver wrack his spine, his cock twitching inside Pallas - oh, he was close, and this pose only proved to feel better. He moved his hips faster, the loud, wet slaps of their skins colliding returning full force, along with Pallas’ meek whimpers with each thrust. Pallas moved his hands from holding himself open, to holding Umbra’s wrists, his grip not very strong but the most he could muster. He couldn’t muffle himself anymore, his bottom lip felt numb and hurt from how hard he was biting it.  
  
“Please, ah, harder...” Pallas arched his back, his breath uneven and raspy as he continued to moan, “It … feels so - ah - good.”  
  
Umbra only continued to grunt, his systems off the charts with stimulation, his chassis still hot, but the feeling of something readying to release grew closer. He moved his hips quicker, slamming his hips against Pallas’ rear hard enough to leave red marks from the collision, his helmet tilting back as he continued to groan.  
  
“I’m - I’m going to - ah.” Pallas gripped Umbra’s wrists harder, his hands numb with the pressure he exerted, his head pressing into the couch cushion, “Please! Inside … p-please cum inside me!”  
  
Pallas lost his sensibility in this situation long ago, swimming in the throes of pleasure, languishing in the affection Umbra gave him. Umbra, at this point, was barely listening, lost in his own pleasures, his grunts getting lower in pitch, his thrusts getting shallow, his grip on Pallas’ skin growing soft. He lurched forward, releasing his grip on Pallas, placing his hands on the cushion above Pallas’ head, pressing his helmet soft against Pallas’ shoulder, his grunts turned to ragged breath. Then, before Pallas could react, he nearly collapsed on top of him as he finally came, letting out a sharp wheeze from his ragged vocal chords.  
  
Pallas wrapped his legs around Umbra’s waist, cinching his eyes shut as he felt Umbra’s seed fill him, fully embracing the weight on top of him. Though vaguely, he could sense how hot and gooey it was, spewing from Umbra’s tip, filling his small stomach. Pallas, too, came, again, almost passing out from everything he felt, instead forcing his consciousness to stay, but his body went limp beneath Umbra. His small brown stomach was splattered with his own cum, translucent and oozing. It all felt as if it happened so fast, and Pallas wanted the feeling to last longer, but even he doesn’t have the endurance for that.  
  
“Umbra...” Pallas whispered again, legs slipping from Umbra’s back as he still continued to collapse slowly, his vision felt blurry and unfocused.  
  
Umbra took a moment to respond again, chest heaving as he breathed, regaining his composure, standing back up shakily, his cock already starting to sheathe itself from whence it came. It was equally as odd feeling going in as it did coming out. Pallas then released his grip on Umbra’s wrists, letting one slip off the couch, the other pressing against Umbra’s chest weakly for a moment before just going limp against his own body. It felt like the strength he had was completely sucked from him with this final orgasm. He took a step back from Pallas, feeling guilt nag at him upon seeing the fingertip shaped bruises on his frail hips, and the reddening on his ass from the collision of their bodies. Even worse was seeing his cum oozing from Pallas, a steady yet thin stream of white. Though, Pallas didn’t seem upset, or at least said nothing about it, yet.  
  
He paused for a moment, before re-approaching, kneeling next to Pallas’ limp body, sitting on his calves next to the couch. He raised a hand, resting it on Pallas’ face, trying to wake him with gentle taps. Pallas didn’t respond, but the drooling smile in his near unconscious stupor suggested he was not in pain. He gave Pallas’ face a few more soft taps, which eventually woke him, his dull eyes slowly returning to it’s usually bright glow. He blinked a few times, closing his mouth. He just gazed at Umbra for a moment, before raising an arm to grab Umbra’s wrist again, forcing Umbra to keep his hand on his face.

He pressed kisses into Umbra’s palm, before closing his eyes again.  
  
“Thank you, Umbra.” Palas’ voice sounded ragged and tired, almost static in sound.  
  
Umbra just rubbed his face softly, watching him fall into a deep slumber, half expecting him to slip into transference, but the control over him never came. Pallas was out like a light, his breath slow. Then, as Umbra stood lights in the room dimmed, and the sound of Ordis’ voice hummed.

  
“Umbra...Can you return the Operator to his chamber in a few minutes?” Ordis was whispering, if that was even possible, his tone more sweet rather than accusatory this time around.  
  
  
Umbra simply nodded. He figured he’d just sit for a few minutes, to let Pallas rest, before tucking him into the chamber.

**Author's Note:**

> Thanks for reading <3
> 
> I'm considering writing a few more Warframe fics in the future but I'm still a bit shy about it, since this really is just guilty pleasure trash. Took me some convincing to even post this. Heh.


End file.
